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                                                                    EXHIBIT 23.2


                         CONSENT OF INDEPENDENT AUDITORS


         We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the amendment of the Associated Materials
Incorporated Amended and Restated 1994 Stock Incentive Plan of our report dated
February 9, 2001, with respect to the financial statements of Associated
Materials Incorporated included in its Annual Report (Form 10-K) for the year
ended December 31, 2000, filed with the Securities and Exchange Commission.


                                           /s/ ERNST & YOUNG LLP


Dallas, Texas

September 4, 2001